Pacificnet Com Inc Sample Contracts

AGREEMENT AMONG
Agreement • December 20th, 2005 • Pacificnet Inc • Communications equipment, nec • Hong Kong
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EXHIBIT 10.9
Securities Purchase Agreement • December 30th, 2004 • Pacificnet Inc • Communications equipment, nec • New York
AGREEMENT AMONG
Agreement • April 19th, 2005 • Pacificnet Inc • Communications equipment, nec • Hong Kong
RECITALS
Indemnification Agreement • October 21st, 1998 • Creative Master International Inc • Blank checks • Delaware
EXHIBIT 4.4
Securities Purchase Agreement • December 30th, 2004 • Pacificnet Inc • Communications equipment, nec
ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY
Share Exchange Agreement • August 11th, 2000 • Pacific Net Com Inc • Games, toys & children's vehicles (no dolls & bicycles) • Delaware
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of PACIFICNET, INC.
Pacificnet Inc • March 6th, 2006 • Communications equipment, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pacificnet, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

and (5) CARL TONG KA WING SUPPLEMENTAL AGREEMENT IN RELATION TO SALE AND PURCHASE OF 100% OF
Supplemental Agreement • October 17th, 2000 • Pacificnet Com Inc • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 6th, 2006 • Pacificnet Inc • Communications equipment, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2006 among Pacificnet, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EXHIBIT 1.1 CREATIVE MASTER INTERNATIONAL, INC. UNDERWRITING AGREEMENT
Creative Master International Inc • December 10th, 1998 • Games, toys & children's vehicles (no dolls & bicycles) • California
EXHIBIT 4.3
Securities Purchase Agreement • December 30th, 2004 • Pacificnet Inc • Communications equipment, nec
EXHIBIT 10.44 CREATIVE MASTER INTERNATIONAL, INC. UNDERWRITING AGREEMENT
Creative Master International Inc • March 30th, 1999 • Games, toys & children's vehicles (no dolls & bicycles) • California
AND
Creative Master International Inc • November 25th, 1998 • Games, toys & children's vehicles (no dolls & bicycles) • Hong Kong
ACMA STRATEGIC HOLDINGS LIMITED (the "Consultant") CONSULTANCY AGREEMENT
Consultancy Agreement • September 2nd, 1998 • Creative Master International Inc • Blank checks
AGREEMENT AMONG
Confidentiality and Non-Competition Agreement • April 21st, 2004 • Pacificnet Inc • Communications equipment, nec • Hong Kong
FORM OF AMENDED AND RESTATED VARIABLE RATE CONVERTIBLE DEBENTURE DUE MARCH 2009
Pacificnet Inc • May 11th, 2007 • Communications equipment, nec • New York

THIS VARIABLE RATE CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of PacificNet, Inc., a Delaware corporation, having its principal place of business at 601 New Bright Building, 11 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong (the “Company”), designated as its Variable Rate Convertible Debenture, due March 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).

FORM OF AMENDED AND RESTATED VARIABLE RATE SECURED CONVERTIBLE DEBENTURE DUE JULY 2009
Pacificnet Inc • September 5th, 2008 • Communications equipment, nec • New York

THIS AMENDED AND RESTATED VARIABLE RATE SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Secured Convertible Debentures of PacificNet Inc., a Delaware corporation, having its principal place of business at 23/F, Tower A, Timecourt, No.6 Shuguang Xili, Chaoyang District, Beijing, China 100028 (the “Company”), designated as its Amended and Restated Variable Rate Secured Convertible Debenture, due July 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).

EXHIBIT 10.23
Creative Master International Inc • November 25th, 1998 • Games, toys & children's vehicles (no dolls & bicycles)
FORM OF SECOND AMENDED AND RESTATED VARIABLE RATE SECURED CONVERTIBLE DEBENTURE DUE JULY 2009
Pacificnet Inc • September 5th, 2008 • Communications equipment, nec • New York

THIS SECOND AMENDED AND RESTATED VARIABLE RATE SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Secured Convertible Debentures of PacificNet Inc., a Delaware corporation, having its principal place of business at 23/F, Tower A, Timecourt, No.6 Shuguang Xili, Chaoyang District, Beijing, China 100028 (the “Company”), designated as its Second Amended and Restated Variable Rate Secured Convertible Debenture, due July 2009 (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).

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CRUTTENDEN ROTH INCORPORATED REPRESENTATIVE'S WARRANT AGREEMENT
Warrant Agreement • November 25th, 1998 • Creative Master International Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
EXHIBIT 10.37 PROMISSORY NOTE ---------------
Creative Master International Inc • November 25th, 1998 • Games, toys & children's vehicles (no dolls & bicycles)
RECITALS
Share Exchange Agreement • August 11th, 2000 • Pacific Net Com Inc • Games, toys & children's vehicles (no dolls & bicycles)
AGREEMENT AMONG For the Acquisition of 100% Shares of Emperor Holdings Limited
Pacificnet Inc • January 28th, 2008 • Communications equipment, nec • Hong Kong

NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

IRREVOCABLE CUSTODY AGREEMENT AND POWER OF ATTORNEY FOR SALE OF SHARES OF COMMON STOCK OF CREATIVE MASTER INTERNATIONAL, INC.
Custody Agreement • December 10th, 1998 • Creative Master International Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
EXHIBIT 10.36 PROMISSORY NOTE ---------------
Creative Master International Inc • November 25th, 1998 • Games, toys & children's vehicles (no dolls & bicycles)
Contract
Pacificnet Inc • September 5th, 2008 • Communications equipment, nec

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER STATE LAWS.

The Offering
Equity Share Purchase Agreement • April 16th, 2002 • Pacificnet Com Inc • Services-computer programming services • Delaware

The Company agrees to sell and Ho Shu-Jen (the “Purchaser”) agrees to buy $520,000 of Common Equity Shares (the “Shares”), on the terms and conditions set forth below. The shares issued by the Company in connection with the Transaction will not be registered under the Securities Act of 1933 and are subject to restrictions on transferability for a period of one year from date of issuance.

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